UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CONTINENTAL RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Continental Resources, Inc.

Invitation to 20202022 Annual Meeting of Shareholders

April 2, 20207, 2022

Dear Fellow Shareholder:

Please join meus at our virtual Annual Meeting on Thursday, May 14, 2020,19, 2022, where you will be asked to vote on: (i) the election of the three Class II membersdirectors named in this Proxy Statement to the Board of Directors; (ii) an amendment to our Third Amended and Restated Certificatethe adoption of Incorporation to declassify our Board of Directors;the 2022 Long-Term Incentive Plan; (iii) the ratification of the selection of the independent auditors; and (iv) the approval, by anon-binding vote, of the compensation of our named executive officers.

The Company is again taking advantage of the Securities and Exchange Commission rule permitting us to provide proxy materials over the internet to certain of our shareholders. On or about April 2, 2020,7, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials to shareholders whose shares are held in an account at a brokerage firm, bank or other nominee record holder, informing you the Notice and Proxy Statement for the 20202022 Annual Meeting, 20192021 Annual Report and voting instructions are available online. As more fully described in that Notice, all shareholders receiving such Notice may choose to access proxy materials on the internet or may request paper copies of the proxy materials. On or about April 2, 2020,7, 2022, we will also mail paper copies of our Notice and Proxy Statement, 20192021 Annual Report and a proxy card to each shareholder whose shares are registered directly in their name with our transfer agent, American Stock Transfer & Trust Company.

In addition to the formal items of business at the Annual Meeting, you will have an opportunity to ask questions and express your viewsrelating to the matters to be acted upon at the Annual Meeting. Members of the senior management of Continental Resources, Inc. Members ofand our Board of Directors will also be present.

Whether you are able to attend the 20202022 Annual Meeting, in person, it is important your shares be represented. Please vote your shares in accordance with the instructions contained in the materials being sent to you. Please vote as soon as possible.

IWe hope to see you participate on May 14th.19th.

Harold G. Hamm

Executive Chairman

William B. Berry

President and Chief Executive Officer

CONTINENTAL RESOURCES, INC.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Notice of Annual Meeting of Shareholders

To Be Held On May 14, 202019, 2022

TO THE HOLDERS OF SHARES OF COMMON STOCK:

The 20202022 Annual Meeting of Shareholders (the “Annual Meeting”) of Continental Resources, Inc. (the “Company,” “we,” “our,” or “us”) will be held at the BancFirst Tower, 100 North Broadway – South Entrance, Suite 2470 – Continental Resources Conference Center, Oklahoma City, OK 73102completely virtual and will be conducted via live audio webcast on May 14, 2020,19, 2022, at 10:00 a.m. C.D.T., You will be able to attend the Annual Meeting by visiting https://web.lumiagm.com/294221297.

We are holding the Annual Meeting for the following purposes:

The Annual Meeting may be recessed from time to time and, at any reconvened meeting, action on the matters specified in this notice may be taken without further notice to shareholders unless required by the Company’s bylaws. In addition, should it be necessary to change the location or time of the meeting due to the impact of any local or national health related emergency measures, or for any other reason, notice of the changed time and/or location will be given by press release, which will specify the new time and/or location of the Annual Meeting. We intend to hold our Annual Meeting in person, if possible. However, we are actively monitoringCOVID-19 (novel Coronavirus) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting “virtually,” i.e. solely by means of Internet enabled remote communication. Please monitor our annual meeting website at www.CLR.com for updated information. If you are planning to attend our meeting, please check the website ten days prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Shareholders of record, at the close of business on March 18, 2020,23, 2022, of our common stock, par value $0.01 per share, are entitled to notice of and to vote on all proposals at the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting and during normal business hours at least ten days prior thereto at ourthe Annual Meeting. Our offices located at 20 N. Broadway, Oklahoma City, Oklahoma 73102.73102 are currently closed to the public due to the coronavirus (COVID-19) pandemic. Shareholders wishing to inspect shareholder lists in advance of, or during the annual meeting should send an email to ShareholderList@clr.com and follow the instructions received in response to the email.

In accordance with rules adopted by the Securities and Exchange Commission, we are pleased to furnish these proxy materials to certain of our shareholders over the internet and to certain others by mail.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ Eric S. EissenstatJames R. Webb

Eric S. EissenstatJames R. Webb

Secretary

DATED: April 2, 20207, 2022

CONTINENTAL RESOURCES, INC.

TABLE OF CONTENTS

Proxy Summary

This summary contains highlights about Continental Resources, Inc., and our subsidiaries (the “Company”) and the upcoming 20202022 Annual Meeting of Shareholders (the “Annual Meeting”). This summary does not contain all of the information you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. When we refer to “us,” “we,” or “our,” we are referring to the Company.

20202022 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

20192021 Performance Highlights

InitiatedGenerated a Company record $3.97 billion in cash dividend to shareholders.flows from operations.

InitiatedIncreased net income to $4.56 per diluted share in 2021, compared to a net loss of $1.65 per diluted share repurchase programin 2020.

Added over 237 MMBoe to the Company’s proved reserves through acquisitions.

Diversified the Company’s operations by adding over 146,000 net leasehold acres in the Permian Basin, establishing the Company’s presence in such basin and repurchased approximately $190.2adding over 217,000 net leasehold acres to the Company’s assets in the Powder River Basin.

Sequentially increased the quarterly dividend throughout the year to $0.20 per share in fourth quarter.

Executed $123,924,127 million in share repurchases, resulting in the acquisition of Common Stock in 2019.3,198,571 shares.

Achieved full-year 2019 production growth of 14% comparedcontinued improvement in safety performance, with Total Recordable Incident Rate decreasing to 2018.

Net cash provided by operating activities for 2019 totaled $3.1 billion.

In 2019, reduced total debt by $442 million.

Year-end 2019 proved reserves increased 6% (adjusted for 2019 divestitures) compared toyear-end 2018.

Continued to exercise capital discipline, reducingnon-acquisition capital expenditures by 6%0.33 in 2019 compared to 2018.

Maintainedlow-cost operations with production expenses of $3.58 per Boe and G&A expenses of $1.57 per Boe for 2019.2021.

Key Executive and Director Compensation Policies and Practices

Independent compensation consultants to the Compensation Committee.

No individual employment agreements.

Majority of compensation is in the form of restricted stock awards designed to align interests of executives and shareholders.

Robust stock ownership requirements – 5x of base salary for the Executive Chairman, President, Chief Executive Officer, and PresidentExecutive Vice Presidents and 3x of base salary for other executive officers, and 5x base annual retainer for directors.

Use of a relevant peer group in establishing compensation.

Minimal perquisites.

Prohibition of hedging of Company securities by executive officers and directors.

Clawback policy applicable to all executive officers.

Key Governance Policies and Practices

Voluntary establishment of Compensation Committee and Nominating/CorporateNominating, Environmental, Social & Governance Committees,Committee (the “Nominating Committee”), even though exempt from these requirements as a controlled company under New York Stock Exchange (“NYSE”) rules.

Audit and Compensation Committees composed entirely of independent directors.

Lead independent director with clearly established authority and responsibility over the governance of our Board of Directors.

Four of seven directors are independent.Declassified Board structure.

Regular executive sessions of the Board without management present.

Board risk management oversight with a focus on the most significant risks facing the Company.

Annual evaluation process for the Board and its committees.

Director in uncontested election that does not receive a majority of “for” votes must submit his or her resignation for consideration by the Nominating/Corporate GovernanceNominating Committee and the Board.

RecommendationImplemented an initiative to improve diversity and inclusion on an ongoing basis.

Continued ongoing efforts to address ESG stewardship, including publication of the Declassification Proposal for adoption at the Annual Meetingan ESG report.

For more detailed information regarding our proxy materials and voting at the Annual Meeting, see “Questions and Answers About This Proxy Material and Voting,” at page 49.57.

Proposal 1:

Election of Directors

the advisory board of Triten Energy Partners and the Board of Trustees for Kansas State University. He holds a bachelor’s degree in Chemical Engineering from Kansas State University.

Mr. Taylor brings extensive experience in domestic and international refining, chemicals sales and marketing, energy transportation, business development and process management to the Board. We believe Mr. Taylor’s extensive mid-streammidstream and industry experience and director expertise qualify him to serve on our Board.Board and as Chairman of our Compensation Committee.

We are a “controlled company” within the meaning of the listing standards of the NYSE because a limited liability company owned by our Executive Chairman, Harold G. Hamm, and members of his family own more than 50% of our outstanding shares of Common Stock. Consequently, we are not required to comply with certain NYSE listed company requirements, such as the requirement to have a majority of independent directors on our Board, or the requirement to have compensation and nominating committees composed entirely of independent directors.committees. However, we are required to have an independent Audit Committee, and we have voluntarily established a Compensation Committee composed entirely of independent directors and a Nominating/Corporate GovernanceNominating Committee. The Board uses the independence standards of the NYSE corporate governance rules generally applicable to directors for determining whether directors are independent. A copy of those standards is attached as Annex A. The Board additionally follows applicable rules of the Securities and Exchange Commission (“SEC”) in determining independence for committee members. The Board has determined Messrs. McCain, McNabb, Monroe, and Taylor have no relationship with the Company other than as a director and shareholder and are independent under the NYSE and SEC rules for purposes of service on the Board and its committees. UntilMr. Hamm is not an independent director due to his ownership of the timeCompany and the Board actedextent of his control over the Company. Mr. Berry is not an independent director due to appoint himhis service as our President and Chief Executive Officer in December 2019, Mr. Berry was determined to be independent on the same basis as described above.Officer. Ms. Lambertz is not an independent director due to her relationship to Mr. Hamm (Ms. Lambertz is the daughter of Mr. Hamm) and her current service as our Executive Vice President, Chief Culture Officer and Senior Vice President, Human Resources.Administration Officer. Members of each committee are elected annually by the Board and serve for one yearone-year terms, until their successors are elected and qualified or until their earlier resignation or removal.

The Board held 79 meetings and acted by unanimous consent 23 times during the year ended December 31, 2019.2021. Directors are expected to attend all meetings of the Board and the committees on which they serve. To bere-nominated, directors must have attended at least 75% of the Board and applicable committee meetings during their term, and all directors (including those beingre-nominated and those in other classes) did so during 2019.2021. All then incumbent directors attended the 20192021 Annual Meeting of Shareholders and all directors plan to attend the 20202022 Annual Meeting.UnderMeeting.Under our Corporate Governance Guidelines, attendance at the Annual Meeting is listed as a consideration when evaluating whether a director is devoting sufficient time to his or her responsibilities.

 Board Leadership Structure     Harold G. Hamm serves as the Company’s non-employee Chairman, a role he assumed May 19, 2021. Prior to this he served as Executive Chairman. Mr. HammChairman from January 1, 2020 to May 19, 2021. He assumed the role of Executive Chairman as of January 1, 2020, in connection with transitioning the role of Chief Executive Officer to Mr. Berry who assumed such role as of January 1, 2020. Prior to January 1, 2020, Mr. Hamm served in the combined role of Chairman and Chief Executive Officer.

As Executive Chairman,a result of Mr. Hamm’s successful efforts in transitioning primary responsibility for oversight of the Company’s activities, Mr. Hamm has been able to transition to the role of non-employee Chairman. In such capacity Mr. Hamm is both an officerable to leverage his extensive industry

experience and employeeknowledge of the Company. The role of Executive Chairman has been structured so Mr. Hamm canCompany to provide the Company withand the Board continued support regarding Board,in relation to strategic and stakeholder matters, as well as business

Board Committees Our Board has three standing committees: (i) an Audit Committee; (ii) a Compensation Committee; and (iii) a Nominating/ Corporate GovernanceNominating Committee. Each committee is governed by a written charter approved by the full Board. These charters form an integral part of our corporate governance policies and are available on our website,www.CLR.com.

In 2019,2021, the Audit Committee discussed the financial information contained in each quarterly and annual SEC filing with the Chief Financial Officer and independent auditors prior to public release.

Additional Information Regarding the Compensation Committee. The role the Compensation Committee plays in establishing our executive officer compensation is further described below in “Executive Compensation and Other Information—Compensation Discussion and Analysis.” The Compensation Committee has the authority to retain or terminate consultants, including the authority to approve the consultants’ fees and other retention terms. In 2019,2021, the Compensation Committee employed Longnecker & Associates (“Longnecker”), and Meridian Compensation Partners, LLC (“Meridian”)whose engagements areengagement is described in the Compensation Discussion and Analysis section herein. The Compensation Committee may delegate its responsibilities to one or more of its members, to the extent such delegation is consistent with any legal or other requirements that may apply to the actions subject to the delegation.

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics in accordance with the rules of the NYSE. We last amended our Corporate Governance Guidelines in February 20202021 and our Code of Business Conduct and Ethics in September 2014.February 2022. The Code of Business Conduct and Ethics is applicable to all employees and directors, including our principal executive, financial, and accounting officers. In addition, each of the standing committees of the Board has a charter which has been approved by the Board. Copies of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and committee charters are available on our website, www.CLR.com, and a printed copy of any of these documents will be made available to any shareholder requesting one from our Secretary.

Our Corporate Governance Guidelines require ournon-management directors to meet in regularly scheduled executive sessions. AsMr. McNabb presided as Lead Director Mr. Monroe presided over 4executive4 executive sessions in 2019.during 2021.

Each year, the Board and its committees perform a self-evaluation. As required by the Company’s Corporate Governance Guidelines, the Nominating/Corporate GovernanceNominating Committee oversees this process. The performance evaluations solicit input from directors regarding the effectiveness of the Board, its committees, and individual directors. The input is sought in order to provide the Board as a whole, as well as individual directors, an opportunity to identify strengths, weaknesses, and opportunities for improvement. The Company’s General Counsel has individual conversations with each member of the Board and reviews each director’s responses to questions distributed to the director in advance of the conversation. The General Counsel then summarizes the results of the interviews and presents this information to the Nominating/Corporate GovernanceNominating Committee. Subject to limited exceptions, the summary is prepared in a manner that assures the content isn’t identifiable as the feedback of any given director. The Nominating/Corporate GovernanceNominating Committee reviews the summary and ensures the Board is informed of self-evaluation results and recommendations. If appropriate, the Board evaluates the information presented and adopts any recommended improvements determined to be necessary or desirable. The Board believes the process described above is effective and improves the overall function and effectiveness of the Board.

Any shareholder or interested party desiring to communicate or express concerns to us, directors generally,non-management directors or an individual director may do so only by submission in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102, with information sufficient to identify the person submitting the communication or concern, including the name, address, telephone number, and ane-mail address (if applicable), together with information indicating the relationship of such person to us. Our Secretary is responsible for maintaining a record of any such communications or concerns and submitting them to the appropriate person(s) for potential action or response. We will verify the authenticity of any communication or concern before submission. We are not obligated to investigate or submit any anonymous submissions from persons who are not our employees. We have established robust policies in connection with whistleblower complaints submitted by employees andnon-employeesand we have established procedures designed to ensure we effectively follow such policies.

Although we are a “controlled company” under the listing standards of the NYSE, the Board has voluntarily established a Nominating/Corporate GovernanceNominating Committee. Our Nominating/Corporate GovernanceNominating Committee is responsible for assessing the skills and characteristics of Board members and for screening potential Board candidates. While the Nominating/Corporate GovernanceNominating Committee has no minimum qualifications for candidates, the Committee generally reviews and evaluates both incumbent and potential new directors to achieve diversity of skills and experience among our directors, based on the following criteria set forth in our Corporate Governance Guidelines:

commitment and background to represent shareholder interests;

moral character and integrity;

ability to apply sound business judgment;

independence and freedom from conflicts of interest;

ability to devote time necessary to understand the Company and carry out the duties of a director, including attendance at meetings and consultation on Company matters;

ability to function as a team member and communicate effectively;

professional and personal accomplishments;

understanding of strategic issues;

ability to understand financial matters and read financial statements;

oil and gas exploration and energy experience; and

experience with risk assessment.

Qualified candidates for nomination to the Board are considered without regard to race, color, religion, gender, or national origin. The process used by the Nominating/Corporate GovernanceNominating Committee for identifying and evaluating nominees for the Board consists of reviewing qualifications of candidates suggested by management, other Board members, shareholders, or other sources. In evaluating nominees, the Nominating/Corporate GovernanceNominating Committee considers whether it has been successful in achieving the desired diversity of skills and experience based on the then current composition of the Board. The Nominating/Corporate GovernanceNominating Committee will consider recommendations for nomination as a Board member by any shareholder of the Company who is a shareholder of record at the time of giving notice to the Company as provided in the Company bylaws (the “Bylaws”), is entitled to vote on the election of directors at the meeting and complies with the notice procedures set forth in our Bylaws. Such nominations shall be made pursuant to timely notice in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102.

To be timely, a shareholder’s notice or nomination shall be delivered to or mailed and received at our principal executive office (i) with respect to an election of directors to be held at the annual meeting of the shareholders of the Company, not later than ninety (90) days or more than one hundred twenty (120) days prior to the one year anniversary date of the preceding year’s annual meeting of shareholders of the Company; provided, however, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, to be timely, a shareholder’s notice must be so delivered not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made; and (ii) with respect to a special meeting of shareholders called for the purpose of electing one or more directors to the Board, not earlier than the ninetieth (90^th) day prior to such special meeting and not later than the close of business on the later of the seventieth (70^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement of the date of the special meeting is first made. Such shareholder’s notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election orre-election as a director, all information relating to the person required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected), and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company’s books, of such shareholder, and (ii) the class and number of shares of capital stock of the Company that are beneficially owned by the shareholder.

There are no specific minimum qualifications for shareholder nominees. The Company has not previously received nominees from shareholders. All nominees, regardless of source, will be evaluated by the Nominating/Corporate GovernanceNominating Committee in the same manner and using the same criteria as is used for nominees recommended by the committee.

The Compensation Committee consists of Messrs. McCain, McNabb, Monroe, and Taylor. For a discussion of changes to the composition of the Compensation Committee during 2019, please see the footnote to the table regarding the Compensation Committee appearing on page 13 above.During 2019,2021, there were no interlocking relationships as defined by the SEC.

Certain Relationships and Related

Party Transactions

Our Audit Committee Charter provides the Audit Committee shall review all related party transactions (as defined below) and recommend approval or disapproval to the Board of any such transaction.

The Charter defines a “related party transaction” as a transaction, proposed transaction, or series of similar transactions, in which (a) we are a participant (b) the amount involved exceeds $120,000 annually and (c) a related person (as defined below) has or will have a direct or indirect material interest. A “related person” is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or nominee to become a director, (b) a person known to beneficially own 5% or more of any class of our voting securities, (c) an immediate family member of any of the foregoing persons (which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law), and (d) any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or greater than 5% beneficial owner. The Audit Committee considers the adequacy of disclosure and fairness to us of the matters considered.considered and will prohibit any transaction it determines is inconsistent with the interests of the Company and its shareholders. The Audit Committee is responsible for overseeing the establishment of processes designed to ensure the Company’s management evaluates related party transactions and presents for Audit Committee review those transactions it determines have the potential to conflict with the interests of the Company and its shareholders. In connection with the foregoing, the Company’s management may consider the Company’s past experience with related party transactions in making a determination regarding whether a related party transaction has the potential to adversely impact or conflict with the interests of the Company and its shareholders.

The Audit Committee has adopted a written policy which includes factors for committee members to consider in exercising their business judgment including (a) terms of the transaction with the related party, (b) availability of comparable products or services from unrelated third parties, (c) terms available from unrelated third parties and (d) the benefits to us. The Audit Committee recommends for approval only those related party transactions that are, in its business judgment, in our best interests and on terms no less favorable to us than we could have achieved with an unaffiliated party.

In 2019,Except as otherwise noted below, in 2021, we participated in the related party transactions described below, except for certainbelow. In 2021, there were transactions involving the compensation related matters forof Mr. Hamm (during the period from January 1, 2021 to May 19, 2021 when he served as our Executive Chairman), Ms. Lambertz and Justin Rangel,Tomas Lerum (Mr. Hamm’s son-in-law), which occurred in 2020.are discussed below. Based upon the review and recommendations of our Audit Committee, or of our Board, or other committee thereof in the case of the transactions described in the following sentence, we believe the transactions described below are in our best interests and are on terms no less favorable to us than we could have achieved with an unaffiliated party. Our Audit Committee reviewed and recommended each of the transactions described below except that a Special Committee of the Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Wheatland Transaction Registration Rights Agreement;” and the full Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Initial Public Offering Registration Rights Agreement.”Agreement” and the compensation of Mr. Hamm in connection with his service as Executive Chairman during 2021. Mr. Hamm’s compensation as Executive Chairman for the period from January 1, 2021 to May 19, 2021 is described below since his total compensation for service to the Company in all capacities during 2021 wasn’t large enough for him to qualify as an NEO (as defined below). Mr. Hamm’s compensation as our non-employee Chairman from May 19, 2021 to December 31, 2021 is described in the 2021 Director Compensation Table on page 20 below. To get a complete picture of all compensation paid to Mr. Hamm during 2021, please read the information appearing below under “Harold Hamm Compensation” together with the information for Mr. Hamm provided in the 2021 Director Compensation Table.

Royalty and Common Ownership

In 2019,2021, we received approximately $300,000from$128,000from the Harold G. Hamm Trust (the “Hamm Revocable Trust”), a trust of which Harold G. Hamm, our Executive Chairman, is the trustee and sole beneficiary, for billings on interests owned in various oil and gas wells which we

operate. We also disbursed to the Hamm Revocable Trust approximately $400,000$359,000 in 20192021 for the Hamm Revocable Trust’s share of oil and gas sales attributed to these interests which were received from the purchasers of production. At December 31, 2019,2021, approximately $123,000$33,000 was due from the Hamm Revocable Trust and approximately $32,000$34,000 was due to the Hamm Revocable Trust.

Aircraft Related Matters

From time to time, we allow certain affiliates to use our corporate aircraft and crews and have used the aircraft of Transwestern Transports, LLC (“Transwestern”), an entity owned by Mr. Hamm, pursuant to a dry lease agreement which contains terms customary in the air transport industry to facilitate efficient transportation of personnel. In 2019,2021, we paid Transwestern approximately $426,000for$ 84,000 for use of its aircraft and reimbursement of expenses and owed approximately $38,000to$26,000 to Transwestern at December 31, 2019.2021. Additionally, in 2021 we received approximately $5,000 from Transwestern for use of our aircraft crews and at December 31, 2021 Transwestern owed us approximately $6,300. We also have a similar dry lease agreement to use an aircraft owned by Berriere Capital LLC, an entity owned by Mr. Berry, and this agreement went into effect in February of 2021.At December 31, 2021, approximately $7,000 was due to Berriere for use of its aircraft in 2021.

Harold Hamm Compensation

In 2021, Mr. Hamm served as Executive Chairman during the period described above. During this time, he received salary payments of $201,638 and other compensation of $38,526 for total Executive Chairman compensation of $240,164. The other compensation is comprised of $9,138 for personal aircraft use, $2,899 for vehicle use, $26,000 in Company matching contributions to Mr. Hamm’s account in our 401(k) plan and $489 for a club membership. See Footnotes 3(a) and 3(b), respectively, to the Summary Compensation Table on page 36 below for an explanation of how we calculate the incremental cost for aircraft and vehicle use.

Shelly Lambertz Compensation

During 2019, in connection with her service as the Company’s Vice President, Human Resources,In 2021, Ms. Lambertz received the following compensation: (i) annual base pay of approximately $267,000, with an annual cash incentive bonus target of 40% of her annual base pay; (ii) a target annual stock grant value of $300,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Ms. Lambertz’s level. When employees are hired they typically receive a stock grant equivalent to three years of their annual target value, vesting ratably over a three-year period. The value of the stock awarded to Ms. Lambertz in connection with her employment, in 2018, was consistent with the Company’s typical practice. In February of 2019, Ms. Lambertz received an award of 2,193 shares of restricted Common Stock, vesting February 2022. The total number of shares of restricted Common Stock held by Ms. Lambertz at December 31, 2019 was 12,439 shares.Ms. Lambertz is the daughter of Mr. Hamm.

Director Compensation

The Compensation Committee reviews annually the total compensation paid to ournon-employee directors. The purpose of the review is to ensure the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties, and to fairly compensate our directors for their service. This review includes consideration of qualitative and quantitative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Compensation Committee considers: (a) the time and effort involved in preparing for Board, committee and management meetings and the additional duties assumed by committee chairs; (b) the risks associated with serving on the Board; and (c) the compensation paid to directors at a peer group of companies as reported by the Compensation Committee’s compensation consultant.

The following table summarizes the compensation ofnon-employee directors for the year ended December 31, 2019:2021:

We reimburse all directors for reasonableout-of-pocket expenses incurred in connection with their services as directors in accordance with our general expense reimbursement policies.Non-employee directors may participate in our medical and dental benefit programs, which are available to all full-time employees, as well as the Company’snon-qualified deferred compensation program (“DCP”). Nonon-employee director participated in the DCP during 2019.2021. Information regarding Mr. Hamm’s participation in the material terms of our DCP canmay be found in the 2019 Nonqualified Deferred Compensation Table on page 38.

During 2019,2021, the amount ofretainer structure provided that all non-employee directors, other than the Chairman, receive a base annual retainer was $60,500.of $97,000. The amount of theLead director also receives an annual retainer described below. No other cash compensation is paid to the chair of the Audit Committee was $25,000; the amount of the annual retainer paid to the chair of the Compensation Committee was $15,000; and the amount of the annual retainer paid to the chair of the Nominating/Corporate Governance Committee was $16,000. During 2019, the annual retainer for Audit Committee members was $21,875; the annual retainer for Compensation Committee members was $11,765; and the annual retainer for Nominating/Corporate Governance Committee members (except forour non-employee directors, other than Mr. Hamm and Ms. Lambertz) was $10,765. The retainerunder the current structure, described in this paragraphwhich remains in effect as of April 2, 2020.7, 2022.

Mr. Hamm receives an annual retainer of $291,000 in connection with his service as Chairman. Mr. Hamm also receives access to a personal automobile and use of the Company’s aircraft. This compensation structure remains in effect as of April 7, 2022.

Any applicable annual retainer was paid quarterly on apro-rata basis and the amounts appearing in the table above reflect the retainer rate applicable to the quarter in which it was paid.

During 2019,2021, the amount of the annual retainer for the position of Lead Director was $12,000 and this rateamount remains in effect as of April 2, 2020.7, 2022.

In addition to cash compensation, we have awarded and intend to continue to award restricted Common Stock to each of ournon-employee directors, as described in Footnote 2 to the 20192021 Director Compensation Table on page 20. On November 20, 2019,May 19, 2021, Mr. TaylorHamm received a grant of 3,887 shares; which vests on May 15, 2020; in connection with his appointment to20,618 shares. Each of the Board as anon-employee director. Historically, we have granted eachnon-employee director shares of restricted stock annually, with such shares vesting three years after the date of grant. The Board is transitioning stock awards toother non-employee directors away from shares whichreceived a grant of 6,873 on the same date. The targeted grant value for non-employee directors other than Mr. Hamm is $212,500 and for Mr. Hamm it is $637,500, due to the increased responsibilities associated with the role of Chairman. All the grants described in the prior two sentences vest three years from the grant dateon May 1, 2022. We expect that future awards made to shares whichnon-employee directors will vest one year from the grant date. The Board made the decision to transition away from stock awards with three year vesting, in order to align director compensation with year-long terms, in anticipation of shareholder approval of the Declassification Proposal. The number of shares of any future award will be impacted by the value of our stock at the time of the award and other relevant factors. Through the grant of equity-based compensation, we are able to align a portion of ournon-employee directors’ compensation with the performance of our Common Stock.

We have adopted a Common Stock ownership requirement fornon-employee directors. Eachnon-employee director is required to own shares of our Common Stock with a market value equal to at least five times the base annual retainer. In addition, we have a policy which prohibits certain employees and directors from holding our securities in a margin account or pledging our securities as collateral, unless permission is received from our General Counsel in writing. We also have a policy that prohibitsprohibiting non-employee directors from engaging in transactions which may hedge the value of our securities held by them. For a more detailed discussion of the policy described in the prior sentence, see “Hedging Policy” on page 3534 below.

Until the stock ownership guideline is achieved, eachnon-employee director is required to retain 100% of the shares received as a result of restricted shares granted under our 2005 Long-Term Incentive Plan (the “2005 Plan”) and/or 2013 Long-Term Incentive Plan (the “2013 Plan”). or any other equity compensation plan we may maintain from time to time. The stock ownership calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to thenon-employee director’s base annual retainer as of such date. Compliance with the guidelines is also determined each time each non-employee director sells shares, based on the closing price of our Common Stock on the date clearance to sell the relevant shares is granted. Shares owned directly by, or held in trust for, thenon-employee director or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation. The Compensation Committee reviewed thenon-employee directors’ stock ownership and determined as of December 31, 2019,2021, eachnon-employee director was in compliance with the stock ownership guidelines.The Compensation Committee also determined as of December 31, 2019, Mr. Berry held sufficient shares to satisfy the ownership requirement applicable tonon-employee directors.guidelines.

Executive Compensation and Other

Information

Our current executive officers are named below:

The information appearing in the table above is as of April 2, 2020.7, 2022.

For a description of the business background and other information concerning Messrs. HammMr. Berry and BerryMs. Lambertz see “Proposal 1: Election of Directors—General” above.

Executive Summary

In determining individual compensation, we consider the performance of the Company against specific operational and financial factors determined to be relevant for the period in question. We consider competitive market compensation paid by other companies comparable to us in size, geographic location, and operations. We maintain and incorporate flexibility into our compensation programs and in the assessment process, which we believe is particularly important in the currenta changing commodity price environment, which remains volatile.environment. As such, we do not apply rigid formulas in determining the amount and mix of compensation elements.

In 2019,For 2021, the Compensation Committee evaluated how the following elements (collectively, the “Primary Compensation Elements”) of our compensation program compare to similarthe compensation awarded by the members of the then current compensation survey group. The Compensation Committee’s analysis consists of comparing the market data of base salary, cash bonus, long-term incentive equity awards and total compensation at the 25^th, 50^th and 75^thpercentiles of the current compensation survey group withto the Compensation Committee considering how the elementscompensation of each of our NEOs. Total compensation comparefor each NEO is structured to target compensation levels near the target percentiles indicated below.50^th percentile, taking into account responsibilities and duties, experience, individual performance, and time in position. The 20192021 target levels were designed to emphasize compensation elements whose value depends on Company performance, with the opportunity for compensation between the 50^th and 75^th percentiles, while aligning the fixed compensation element, base salary, with the 50^th percentile.performance.

Base salary – fixed cash component – generally set at the 50th percentile;

Cash bonus – short-term, variable cash component based on Company and individual performance—individual targets generally set between the 50th and 75th percentile; and

Long-term incentive equity awards – equity component with vesting periods designed to align the interests of executive and shareholders – generally set between the 50th and 75th percentile.

Based on the strength of 2018’s accomplishments, the need to ensure the Company’s compensation remains competitive with its industry peers andAa a reviewresult of the information customarily provided in connection withCOVID-19 pandemic’s impact on our industry and the compensation process,global economy, the Compensation Committee determined it was not appropriate to adjustincrease salaries in 2019. BonusFebruary 2021 in connection with our regular annual compensation analysis cycle, in spite of management’s strong performance in mitigating the impact of the pandemic on the Company. With respect to 2021, bonus payments were also made with respect to 2019 based on the Company’s exceptionally strong financial and operational performance.performance, including record cash flow from operations and the Company’s success in both expanding into new operational areas and enhancing its holdings in existing operational areas. In determining the final Company performance factors2021 Performance Factor (as defined below) to be used in the bonus calculation, the Compensation Committee considered the Company’s performance with respect to the sevensix bonus pool metrics and the additional factors described below in the discussion of the 2019 bonus.below. After considering the Company’s performance with respect to these items, metrics,the Compensation Committee determined a Company performance factor of 123% appropriately179% of target was appropriate, which reflected a balance of (x) the strong results achieved in connection with five of the seven bonus pool metrics and (y) the Committee’s assessment of the Company’s performance with respect to the additional factorssix metrics, without adjustment (the 179% outcome described below.

Cash Bonus – For 2019,2021, the individual bonus target levels for Mr. Hamm,Berry, Mr. Stark, Mr. Hart, and Mr. EissenstatBent remained as set in 2018. The2020. Mr. Webb’s 2021 bonus target level was set in connection with joining the Company in September of 2021. During 2021, the Compensation Committee did not adjust the bonus target levels for these individuals from those described above as their existing targets were both competitive by comparison to the defined survey group as well as internally equitable. Mr. Bent’s bonus target level was adjusted in June 2019 in connection with the change in his title from Senior Vice President, Drilling to Senior Vice President, Operations, as a result of the increase in the extent of his responsibilities for production related matters associated with the change in title. The targets for 20192021, as a percentage of base salary, are set forth in the table below.

Long-term incentive equity awards – In February 2019,2021, long-term incentive equity awards of restricted stock were made to each of our NEOs, except for Mr. Webb, with three-year cliff vesting at a level generally consistent with achieving the targeted percentilesgoal of awarding total compensation near the 50th percentile of the compensation survey group, as described above. When employees are hired, they typically receive a stock grant equivalent to three years of their annual target value, as of the grant date, with the initial annual target value prorated from the date of hire, vesting ratably over a three-year period. Mr. Bent alsoWebb received an awardsuch a grant on October 27, 2021. The value of restrictedthe stock in August 2019awarded to Mr. Webb in connection with his employment was consistent with the changeCompany’s typical practice and resulted in his title anda larger restricted stock award for Mr. Webb relative to the other NEOs in consideration of his increased responsibilities for oversight of production related matters.2021.

In addition, with respect to the Primary Compensation Elements generally, awards made to each of the NEOs other than Mr. Berry, also reflected the Compensation Committee’s evaluation of the performance of each of the NEOs with respectin contributing to the 2019six metrics included in the 2021 Performance Factors (as defined below)Factor and other factors described below in connection with the discussion of each of the Primary Compensation Elements. Mr. Berry’s compensation is set by the Board based upon the recommendation of the Compensation Committee.

Independent compensation consultants engaged by the Compensation Committee;

No individual employment agreements;

Majority of compensation is restricted stock awards for all NEOs, with vesting periods designed to align interests of executives and shareholders;

Clawback policy applies to all executive officers;

Robust stock ownership requirements – 5x of base salary for the Executive Chairman,President, Chief Executive Officer, and PresidentExecutive Vice Presidents and 3x of base salary for the other executive officers;

Industry-relatedIndustry-specific peer compensation data considered in establishing compensation;

Minimal perquisites; and

Hedging of Company securities by executive officers is not allowed.

Executive Compensation Philosophy

We operate in a highly competitive environment for securing trained and qualified personnel. We believe the loss of the services of members of our senior management could impact on our operations.ability to achieve our business goals. Accordingly, we have designed our executive compensation program to attract, retain and motivate experienced, talented individuals to achieve our primary business goals, using the business strategies discussed in greater detail in our Annual Report on Form10-K. We have also designed our executive compensation program to reward our executives for achieving the strategic and business objectives determined to be important to help the Company create and maintain an advantage in a competitive environment. Specifically, the Primary Compensation Elements of our executive compensation program are designed to reward the achievement of these objectives and to maximize the alignment of the executive and shareholder interests by:

providing objective-driven compensation opportunities that incentivize executives to achieve superior results for the Company and its shareholders;

aligning compensation with the Company’s short- and long-term business objectives; and

emphasizing the use of equity-based compensation to motivate the long-term retention of executives and align their interests with those of shareholders.

We do not apply rigid formulas in determining the amount and mix of compensation elements. For 20192021 cash bonuses paid in February 2020,2022 (and in Mr. Bent’s case, paid in January 2022 in connection with his retirement from the Company), we considered the achievement of financial and operational goals only as part of establishing the aggregate bonus pool from which bonuses were paid to the NEOs and in connection with the determination of the Company multiplier described below in the

Compensation Setting Process

In general, the Compensation Committee evaluates how the Primary Compensation Elements of our compensation program compare to similar compensation awarded by the then current compensation survey group. AlthoughThe Compensation Committee believes targeting near the 50th percentile for base salary, cash bonus and long-term incentive equity results in competitive cash and equity compensation and aligns overall pay with shareholder interests while preserving considerable upside potential should Company and individual executive performance merit higher compensation. As the Compensation Committee’s general approach isCommittee works to award each element of compensation to align as closely as possibleachieve the alignment close to the percentiles indicated above, the Compensation Committee50^th percentile, it considers an individual executive officer’s performance and the external business environment, and any final compensation reflects the Compensation Committee’s discretion. The Compensation Committee believes targeting base salary at the 50^th percentile and cash bonus between the 50^th and 75^th percentile results in competitive cash compensation while preserving considerable upside potential in connection with cash bonus awards should Company and individual executive performance merit a higher bonus. The Committee believes targeting long-term incentive equity awards between the 50^th and 75^th percentile helps align overall pay with shareholder interests, by putting greater weight on an element of compensation which directly reflects the performance of the Company.discretion . Additional detail regarding the actions of the Compensation Committee with respect to each of the Primary Compensation Elements appears in the discussion of “Elements of Compensation” below.

At the 20192021 Annual Meeting, shareholders approved through anon-binding advisory vote, the compensation of our named executive officers. Following the 2017 Annual Meeting, the Board determined to hold an advisory shareholder vote on the compensation of the Company’s named executive officers annually. This pattern will continue until the next required advisory vote on the frequency of shareholder votes on the compensation of executives, which will occur no later than our Annual Meeting of Shareholders in 2023. The Compensation Committee views the 98%92% vote in favor of approving the compensation of the Company’s named executive officers received in 20192021 as a validation of the Company’s approach to executive compensation and determined, subject to the modifications discussed below, it was appropriate to continue structuring the compensation of the Company’s NEOs consistent with its compensation philosophy. Anon-binding advisory vote will be conducted again in connection with the Annual Meeting.

During 2019,For 2021, the Compensation Committee primarily considered the individual performance of our NEOsin connection with regard to 2019 Performance Factors in the determination of each officer’s compensation.2021 Bonus Framework as described above. Variations in individual awards made to each of the NEOs are

the executive’s current compensation arrangements; and

the executive’s contribution to enhancing the ability of the Company to generate long-term shareholder value.

During 2019,For 2021, once our Executive Chairman, President and Chief Executive Officer and former President made their compensation recommendations as described above, the Compensation Committee reviewed their recommendations and decided whether to make any changes in order to adequately meetdetermined the appropriate final level of compensation. In the case of our compensation objectivesPresident and approach on an individual basis. No adjustments were made to our Executive Chairman’s compensation (for service as our Chief Executive Officer, during 2019)the Compensation Committee then presented all compensation approved by the Committee with respect to Mr. Berry to the Board after his compensation was setfor final approval, as required by the members of the Compensation Committee.this Committee’s charter. The independent members of our Board unanimously affirmed the cash bonus award and other compensation set by the Compensation Committee, without adjustment, for our President and Chief Executive Chairman,Officer, in respect of his service as our Chief Executive Officer during 2019.2021.

Elements of Compensation

The table below describes each of our Primary Compensation Elements, the purpose of each element, and how each element fits within the Company’s compensation philosophy and objectives.

With the exception of Mr. Bent,Webb, the salaries listed above went into effect inwere unchanged from February 2019,2020, and remained in effect for the remainderall of the year.2021. Mr. Webb’s salary was in effect when he commenced service as our Senior Vice President, General Counsel, Chief Risk Officer and Secretary on September 1, 2021. In the future, we expect the base salaries of the NEOs will be reviewed on an annual basis and adjusted as necessary to remain competitive. Mr. Bent’s salary was set at $490,196 in February 2019, but was adjusted to the amount shown in the table in June 2019, in connection with the change in his title and responsibilities discussed above.

Under the CLR Bonus Plan, the bonus pool is initially set based on the aggregate target bonus amount of all employees participating in the CLR Bonus Plan (referred to herein as the “Target Pool Size”). For 2019, the 2021 bonus, paid in February 2022 (and in Mr. Bent’s case, paid in January 2022), the Compensation Committee used the following factors (adopted in March 2021) to determine the final size of the bonus pool was initially set within a range based on the following factors:pool: net cash provided by operating activities (25%); return on capital employed (25%); production growth (15%); relative total shareholder return (10%); reserve growth (10%resource replacement ratio (20%); health, safety and environmental performance (10%); production growth (10%); and proved developed finding and development cost per barrel of oil equivalent (5%(10%). With respect to the bonuses paid for 2019, the Compensation Committee evaluated the factors of the CLR Bonus Plan described above as presented by management and determined the factors and their respective weightings to be appropriate.

The Compensation Committee has complete discretion to increase, decrease or leave the size of the pool unchanged. In making the determination whether to adjust the size of the pool, the Compensation Committee considered such matters as it deemed relevant, including the Company’s performance against key strategic and other initiatives identified by the Compensation Committee in areas such as production costs and cycle times, maintenance of financial and other ratios, budget compliance and business process improvements. The size of the bonus pool as determined by the Compensation Committee is referred to herein as the “Final Pool Size.” The ratio of the Final Pool Size to the Target Pool Size is used to determine the Company multiplier in the calculation of an individual’s bonus amount under the CLR Bonus Plan. For 2021, the Compensation Committee believed the results achieved with respect to the six metrics described above were exceptional and based on such results the Final Pool Size was 79% higher than the Target Pool Size, as reflected by the 2021 Performance Factor.

For 2019,2021, the Compensation Committee set the Company performance factor based on the following estimatesinformation provided to the Compensation Committee in connection with the sevensix metrics: net cash provided by operating activities—$3.1163.97 billion; return on capital employed—11.1%19.3%; production growth—14.2%; relative total shareholder return – 25^th percentile relative to the peer group listed below;reserve growth—6.4%resource replacement ratio 300%; health, safety and environmental performance of 137%114% of target; production growth 10%; and proved developed finding and development cost per barrel of oil equivalent—$11.46. Except for the fourth and seventh metrics described above, the8.62. The Company’s performance in these areas was aboveexceeded internal expectations, with the exception of proved finding and resulted in an initial performance factordevelopment cost per barrel of 123%foroil equivalent, which was slightly below internal expectations. After considering these items, the Company multiplier portion of the CLR Bonus Plan. The Compensation Committee also reviewed Company performance against the key strategic and other initiatives described in the paragraph above. After consideration, the Committee determined a final Company performance factor of 123% appropriately reflected Company performance for 2019, and struck the appropriate balance between (x) the strong results achieved in connection with five of the seven bonus pool metrics described above, and (y) the Committee’s assessment of the Company’s performance with respect to the additional matters described above. The Compensation Committee determined the Company’s2021 Performance factor was an appropriate result, and correctly reflected performance with respect to the key strategic and other initiatives was consistent with its expectations for 2019, and determined it was not necessary to adjust the initial performance factor of 123%.significantly exceeding internal expectations. Proved developed finding and development cost per barrel of oil equivalent represents the Company’s net exploration and development costs incurred for operated wells having first production in 20192021 divided by the net estimated recoverable reserves for those wells expressed in barrels of oil equivalent. Return on capital employed represents net income attributable to the Company beforenon-cash gains and losses on derivatives, income taxes,non-cash equity compensation expense, interest expense, and gains and losses on extinguishment of debt, the result of which is divided by average capital employed for the year, with capital employed representing the sum of total debt and total shareholders’ equity attributable to the Company. RelativeCompany, less cash and cash equivalents. Resource replacement ratio measures total shareholder return representsundeveloped risked resource captured annually by dividing such amount by the percentage change in the Company’s stock price as compared to the companies listed in the table below. For 2019, we compared the 60 day moving average price at 2019year-end to the 60 day moving average price at 2018year-end. The table below lists the companies other than the Company used to determine relative total shareholder returnannual production budgeted for the bonus for 2019 paidyear in February 2020:question.

The following table shows target annual cash bonus amounts as a percentage of base earnings for each of the NEOs in connection with the bonuses for 20192021 which were paid in February 20202022 under the CLR Bonus Plan:

Annual cash bonuses for the NEOs are determined concurrently with theyear-end audited financial statements and reserve report. We have adopted a clawback policy that is applicablereport and are subject to the bonus for 2019 paid in February 2020 and to future awards under the CLR Cash Bonus Plan.Company’s clawback policy. For more information regarding the clawback policy, please see “CLR Clawback Policy” on page 3433 below.

a policy that prohibits the same group from hedging any Company securities held by them. For a discussion of our hedging policy, see “Hedging Policy” on page 3534 below.

The Company has a Common Stock ownership requirement for our executive officers. Each such officer is required to own shares of our Common Stock at least equal to a specified multiple of such officer’s base salary. The table below lists base salary multiples applicable to the different positions within this group:

Until the stock ownership guideline is achieved, each such officer is required to retain 100% of the “net shares” received as a result of restricted shares granted under our 2013 Plan. “Net shares” are the number of shares that remain after shares are sold or withheld to pay withholding taxes. The calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to the officer’s base salary as of such date. Shares owned directly by, or held in trust for, the officer or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation.

The Compensation Committee reviews the compliance of each executive officer with the stock ownership guidelines each year and reducesit may choose to reduce or eliminateseliminate future restricted stock grants under the 2013 Plan, or any other equity-based compensation plan that we may maintain, for any executive officer not in compliance with the stock ownership guidelines. Compliance with the guidelines is also determined each time any executive officer sells shares, based on the closing price of our Common Stock on the date clearance to sell the relevant shares is granted. The Compensation Committee reviewed the NEOs’ and other applicable officers’ stock ownership as of December 31, 20192021 and determined each NEO and other applicable officers were in compliance with the guidelines.

All full-time employees may participate in our health and welfare benefit programs, including medical, dental, vision care, life insurance and disability insurance. We provide all full-time employees with life insurance coverage of the lesser of two times base salary or $1,000,000 and allow them to purchase supplemental coverage.Wecoverage.We do not sponsor any qualified ornon-qualified defined benefit plans.

In order to be subject to recovery, an award must have been based in whole or in part on measures impacted by the restatement. The amount to be recovered is any excess value received by the executive officer as a result of the measures impacted by the restatement. Any matching award under the Company’s DCP impacted by the measures subject to restatement is also subject to recovery. The Compensation Committee has discretion to determine how recovery is to be achieved, which may include, among other things, seeking reimbursement, cancelling other outstanding equity awards, or reducing future compensation. Simple interest will be applied to any recovery amount.

Since all current outstanding equity awards are restricted stock awards subject to time-based vesting, and we have not made matching awards under the DCP since 2015, the only compensation that mayis required to be subject to the policy as of the date of this proxy statement are awards made under the CLR Bonus Plan. In order to receive a CLR Bonus Plan award, each serving executive officer must execute an agreement agreeing to abide by the terms of the clawback policy. Each such executive officer executed such an agreement in connection with the bonus for 2019,2021, paid in February 2020.2022.

The clawback policy is administered by the Compensation Committee. The Compensation Committee has discretion to waive or limit the amount to be recovered under the clawback policy if it determines such action is justified in its business judgment. Among others, circumstances that may be considered by the Compensation Committee in exercising discretion to waive or limit recovery are the passage of time, whether the cost of recovery outweighs the benefit to the Company, and whether the recovery will remedy the wrongful conduct or aid in preventing its recurrence.

We have a policy that prohibits our directors and certain employees, including our executive officers, from engaging in transactions which may hedge the value of our securities, including, without limitation, buying or selling puts and calls for, or engaging in short sales of, our securities. While the policy does not specifically address prepaid variable forward contracts, equity swaps, collars, and exchange funds, in applying the policy, the Company would consider these transactions to be hedging transactions. This policy applies to all types of awards under our 2013 Plan, including awards of restricted Common Stock, which are the only types of awards currently outstanding under our 2013 Plan and also applies to Company securities otherwise acquired by our directors, executive officers and certain other employees. Employees, including our executive officers, are selected to be subject to this policy based on their access to material information about our Company, as part of theirday-to-day responsibilities. Directors are also included in this policy based on their access to material information about the Company. The purpose of the prohibition against hedging is to align the interests of our directors and the employees described above with the performance and prospects of the Company.

In accordance with its written charter adopted by the Board, the Compensation Committee of the Board is responsible for overseeing awards to employees of stock or other equity compensation and determining and approving the individual elements of the total compensation of the President and Chief Executive Officer, the other NEOs and other senior executive officers and recommending the compensation of the President and Chief Executive Officer for approval by the Board. The Compensation Committee is also obligated to communicate to shareholders information regarding the factors and criteria on which the President and Chief Executive Officer’s compensation was based, including the relationship of the Company’s performance to the President and Chief Executive Officer’s compensation, and the specific relationship of corporate performance to executive compensation overall.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) above with management. Based on this review and discussion, the Compensation Committee recommended to the Board that this CD&A be included in this Proxy Statement.

The following table sets forth the compensation of our Principal Executive Officer, Principal Financial Officer, and the three other most highly compensated executive officers during 2019.2021. We refer to these five individuals collectively as the “NEOs” for 2019.2021. All titles shown below are the titles held by the NEOs as of April 7, 2022, except for Mr. Hamm served as our Chief Executive OfficerStark and Mr. Bent, who retired from service with the Company in April 2022 and January 2022, respectively. An explanation of the titles held by the individuals listed below during 2019,2021 is set forth at the beginning of the “Compensation Discussion and assumed his current role as our Executive ChairmanAnalysis” discussion on January 1, 2020. As result,page 23. The titles shown for Mr. Hamm appears in the table below as our Principal Executive Officer. The title appearingStark and Mr. Bent in the table below and the subsequent tables that follow, is his current title.are the titles they each held at the time of their respective retirements. Mr. Webb joined the Company as Senior Vice President, General Counsel, Chief Risk Officer and Secretary on September 1, 2021 and the information shown for Mr. Webb in the table below and the subsequent tables reflects the period from September 1, 2021 through the end of the year. Compensation is shown for years 2017, 20182019, 2020 and 2019,2021, as applicable.applicable for years in which the individual was deemed to be an NEO.